Egregore
by Strop
Summary: Life returns to a newly-restored Cybertron, but not everything is as peaceful as it seems. Strange metallic growths sprout from the earth, announcing the arrival of a planet-devouring swarm known as Egregore. And deep underground, an old enemy works to restore an ancient superweapon and enact his final revenge.
1. Prologue

MEANWHILE: GIANT SPACE BEES APPROACH TO DEVOUR ALL LIFE

* * *

Cybertron hangs in the half-light of a dying star, a mechanical wreck just clinging to the last vestiges of its orbit. The casual onlooker would spare it a glance, remember its bloody history, and turn away, remembering also how that history came to an end.

But peering closer they might spot the faint sodium-yellow specks littered across Iacon; might hear the message broadcasting outwards on all frequencies, never slowing or ceasing: _Cybertron lives._

It says: _The war is over._ _We are here._ _Come home._

In a distant quadrant a pair of ships orbiting a moon in perpetual stalemate gun their engines and shoot towards the same point in space, squabble forgotten.

In a battered ark sitting motionless within a dusty nebula, a thousand tired voices erupt in celebration.

And on the surface of some rusted, barren planet, something stirs.

Something swarms skyward.

 _Cybertron lives._

The cloud of creatures arcs through the atmosphere, radio waves vibrating through a million silver exoskeletons, the sweetness of steel and iron lingering on a thousand tongues.

 _We are here._

It breaks free, basking in the ruddy sunlight.

 _Come home._

It probes. Tastes.

Remembers.

Shifts, and speaks a single word spaceward: a name and a message.

 _Egregore._

And it moves towards its feast.


	2. Chapter 1

i rewrote this like twice because it was exposition hell. and then i rewrote it _again_ because i enjoy suffering. go me!

also i don't care if it's technically wrong i'm spelling knockout as one word fIGHT ME

* * *

The bundle of wires ripped easily from the underside of the console, trailing ends emitting not so much as a spark. Starscream tossed them aside onto a steadily-growing pile and turned his attentions to one of the interior panels, peeling away the tarnished metal with delicate talons. The energon converter behind it sat silent, but intact. Starscream grinned. It was one of the newer models — if it could be called that when "newer" was just a little over four million years ago. It would serve his purposes, anyways.

Removing the converter took a good few minutes. The chances of it blowing up in his face were slim, but it always paid to cautious. It fit neatly in the palm of his hand, a transparent cube inlaid with hundreds of delicate copper wires. The inside was hollow. Normally it would emit a blue glow even after separation from the system, but the building hadn't seen the right side of an energon cube in millenia. Nothing in Vos had. At least until Starscream came along.

He stood, converter clutched loosely in his fist, and limped towards the doorway, ignoring the mess of mechanical parts scattered across the floor. Anyone who'd found it would have known immediately that the area was occupied, but as far as he knew there was no one else around for it to be found by. Life had returned to Cybertron. Its area of occupation was limited.

The connecting hallway was lined with windows, now empty of glass, and through them he had a straight line of sight across the old Carbonite Track and its crumbling archways. He couldn't remember what had been there originally. Some sort of transport station, perhaps. Follow what was left of the rails in one direction and eventually you might reach Tarn; in the other, Kaon. Iacon was out of his field of view, somewhere further to the west. He couldn't be bothered to pay it much mind, despite it being the seat of the enemy. They had yet to prod at him, so he could see no reason why he should waste valuable time and resources prodding back.

Three stories down and out through the doors of the archive. Most of the information stored in its halls was either destroyed, damaged, or taken by fleeing librarians to be preserved on one of their ark ships. He'd located a few intact files gathering dust in the underground levels, but they hadn't told him much. One was a brief record of the later years of Kaon's gladiatorial pits. The other two contained papers discussing the finer points of Vosnian opera. Both had struck him with pangs of nostalgia. Not necessarily the good kind.

The plaza affronting the building was wide and sunlit; almost cheerful. He found himself scowling at the single statue that remained standing at its edge. Not one of Megatron's, thank Primus. Otherwise he might have felt compelled to topple the damned thing himself. You had to relish the little victories, really.

It was some flier, probably renowned for their firepower or brute strength or some other such nonsense. Nobody had ever been congratulated for their maneuverability or aerodynamics with a bulky frame like that. And the wings—

The wings.

Starscream reached up and probed the base of his own, wincing as his talons skated over the deep scratches and dents left in the twisted metal. He'd looked at them once, in some particularly polished wall, and then never again. The image was seared into his mind. Right wing, scarred. Left wing, mangled into a twisted wreck that now only served as a constant reminder of his humiliation. Predaking's biggest mistake had been letting him live.

But maybe that was the point.

Experience and casual observation of the shuddering behemoths that now roamed the Sea of Rust showed him that rarely did pack leaders ever outright kill their insubordinates. They beat them to within an inch of their wretched lives, and then retreated.

It wasn't mercy. It was the careful cultivation of loyalty through the reward of a continuing existence.

Well. It hadn't worked on him before, and it certainly wasn't about to now. If anything, it only made him more determined to continue spitting in the face of adversary. From a safe distance, of course. Preferably during a time when said adversary was incapable of spitting back. This wasn't being cowardly. Just practical.

Instinctively he scanned the sky for any sign of the winged behemoth and his monstrous entourage. Predaking's territory didn't extend as far as Vos, but Starscream refused to let his guard down. If they came across each other again, only one was going to walk away from the encounter. And it wasn't going to be him.

He gave the sky one more quick sweep, then nervously shrugged his shoulders and headed down the street.

He'd made his base in the ruins of one of the old military academy towers, on one of the middle floors. Just high enough that he could see what was coming; not so high that his position was easily spotted. Most of the upper levels had portions torn away, leaving them open to the sky and enemy attack. There were tunnels below the surface untouched by the ravages of war, but Starscream rejected them despite the strategic advantage. The thought of dying trapped underground was still more repulsive than the indignity of being crushed by several tons of rubble above it.

The ache in his left leg increased as he plodded up through the levels. That was Predaking's fault, too, along with several other nasty scars that were only just beginning to heal. He'd have fixed it by now had the nearest medic not been several hundred miles away in enemy territory.

After initial recovery, establishing an inside contact had been his first priority. With the vehicons scattered and unresponsive, Knockout had been the obvious choice. He'd left his comlink open to the Nemesis channel just long enough for Starscream to drop in a word. Then everything had been so much static and silence for several weeks. And then—

 _The ping fizzled through the half-functioning communications relay one day in the middle of repairs. He'd started, then snapped: "Where have you been? I've been attempting to—"_

 _Knockout's chuckle vibrated through the console. "Easy, Starscream. You're not the only one having issues with recolonization."_

 _Starscream rolled his optics. "Ah, yes, I forgot how much of a struggle fitting in with your newly chosen faction must be in comparison to being torn practically limb from limb by a rampaging predacon."_

 _"Sounds painful."_

 _The effort it took to keep from shrieking was astronomical. Several weeks of having nothing to rant to but the empty air had taken their toll. "It was_ humiliating _! I cannot_ believe _Megatron had the gall to allow Shockwave to bring that—that_ abomination _on board the Nemesis. Had its despicable sentience decided to kick in any sooner it might have slaughtered the lot of us."_

 _"As I recall, you were the one beating it up between shifts."_

 _"Only because I was acting on Megatron's orders! Really I would have preferred to be doing anything else. The thing was Shockwave's — why not send him to handle it?"_

 _"Now, now," said Knockout. "Don't you think you're hanging onto the past a little obsessively? Megatron's gone off to who-knows-where and Cybertron is ours again. Really, I thought you'd be a little happier."_

 _"Oh, what's_ not _to be happy about when you're wandering the wastes in exile waiting for some flying monstrosity to come and pick you off?" asked Starscream, gesticulating wildly. He'd lost count of the number of times a passing shadow had sent him into a quivering frenzy. Scurrying anxiously about among the ruins like some sort of prey did not become him._

 _"Was all that big talk about air superiority a load of hot air?"_

 _"Yes, well, it's a bit difficult to have air superiority when incapable of flight." His wings twinged sympathetically as he said it._

 _"Oh."_

 _"As usual, Knockout, you know exactly what to say. Have you considered pursuing a career as a therapist should the medical field ever lose its luster?"_

 _"Can't say that I have. What happened?"_

 _"Predaking happened. Do try to contain your surprise. How soon can you be here?"_

 _There was a long silence. "Probably not nearly as soon as you'd like," Knockout said slowly. "Honestly, it's a wonder I was able to catch any private call time at all."_

 _"They don't trust you?"_

 _"Do try to contain your surprise."_

 _Starscream barked out a laugh. "Loathe as I am to compare myself to an Autobot, it's precisely what I would do in their position. How have they been treating you?"_

 _"They grilled me pretty thoroughly at the beginning. Wanted to make sure I wouldn't turn traitor in the middle of reconstruction, I suppose."_

 _"What did you tell them?"_

 _"Nothing unbelievable. Said that there wasn't much of a point in fighting now that we're all back home. And you know me. I like to play for the winning team."_

 _"Which team would that be?" asked Starscream._

 _"We'll see."_

That had been at least half a cycle ago, with time between conversations ranging from a few days to up to a month. The average was a week. He suspected that Knockout was agreeing to assist him more out of boredom or personal interest than the goodness of his spark, but he'd take what help he could get. One did not live on energon alone.

The communications relay was shrieking with feedback when he walked into what he considered his primary apartment. He'd managed to repair most of its vital electronic functions, nearly all lighting and comm-related, and the back rooms were a veritable storehouse of salvaged parts and stolen energon. Wide windows afforded an excellent view of the rest of the city, which sprawled towards the horizon in a heaving grey mass.

"I'd say you're late," he grumbled, tapping his talons along a series of keys to adjust the signal, "but I only just got back."

"And you're sounding enthusiastic, as usual," said Knockout. Starscream couldn't see his smirk, but it was everywhere in the tone. "What can I say? I get caught up in my work."

He set the energon converter down on the console, scowl returning. "Unless this 'work' involves slowly stripping the chassis from an uncooperative Autobot, I have a hard time believing there's anything in Iacon to catch your interest for that long. Or did another vehicon take a tumble during repairs?" Most of the vehicons on the Nemesis had been trained for battle, not grunt work. Even mining operations couldn't come close to the scope of effort required to rebuild an entire city from the ground.

"They just aren't suited for heavy lifting, are they."

"Yes, such a shame." His gaze strayed to the Vosnian skyline as he considered how much force it might take to raise one of the fallen towers from the ground. Certainly more than a few vehicons could muster.

"If you must know," said Knockout, "it was one of the newbies. Who, to be honest, aren't that suited for heavy lifting either. We've got them on odd jobs to keep them occupied, for all the good it's doing. It's actually starting to feel a bit crowded."

"But no signs of outward expansion?"

"You should be fine for another half a cycle or so, with the current rate. Might want to watch out for rogue fliers, though. You still hiding out in that disgraceful derelict?"

"I have assets underground, as you well know. Whether or not I choose to spend my time there is none of your business."

"As your physician—"

"And such a fine job of it you've been doing, too," snapped Starscream.

"As your _friend_ , it's in my best interest to keep you alive."

"Alive, but apparently not airborne."

"I've said it before, Starscream. Autobots run a tight ship. Don't think I've worked with them for _nearly_ long enough they won't question that long of an absence."

"I just want to _fly_ again, Knockout. Is that really so much to ask?"

"Well, actually—"

"Forget about it." He sighed. "Secrecy _is_ of the utmost importance, I suppose. Wouldn't do to be found out before I've even had a chance to start my little project."

"Oh? And how is that coming along?"

"Still in its theoretical stages, I'm afraid. Believe it or not, the ruins of a firebombed city aren't the ideal place to pursue scientific ventures. And the amount of energon required to successfully power it is certainly more than I presently have available."

"But you've figured out what it does?"

Starscream glanced at the converter, one of many he'd collected since his arrival in Vos; since his discovery. Far, far belowground in the tunnels he so abhorred sat the machine, wirey limbs spreading out from its core in all directions through the earth, its hulking chassis cold and silent.

But not for much longer.

A wicked grin spread its way across his face.

"Oh, I've figured out _exactly_ what it does."

* * *

"u gonna tell me what that is?" asked knockout

"haha fuck no"


	3. Chapter 2

writing fanfiction is like driving a car only the road is on fire and the car's on fire and everything is on fire and you're in hell (and the car is knockout and he hates you)

* * *

To say Knockout was concerned about Starscream's current position would have been an understatement. _Concerned_ suggested something that could be solved with a friendly sit-down over a glass of energon and some light banter. No one would try to rip out anyone else's spark, or nullify their internal electrical systems, or scratch their paint job. _Concerned_ was neat and organized; was filling out a two-foot tall stack of paperwork to get word in to the relevant government officials; was receiving a sardonically heartfelt apology when your query failed to go through.

 _Concerned_ did not muck about with doomsday machines lying abandoned in the depths of the earth. _Concerned_ was not Starscream, who was perhaps a little too overwhelmed with vengeful glee to consider that those sorts of things were usually abandoned for a reason. There would be no talking sense into him. The problem with self-imposed exile was that in order to sustain mental stability you needed to give yourself some sort of purpose. Starscream's was revenge. Take that away and you might end up with something even more drastic.

Or he might mope.

The moping was the worst, honestly.

Knockout shut down the broadcasting signal and ran through the motions of a system wipe. While one of the few communications relays now functioning in Iacon, this one saw surprisingly little traffic, making it easy for his messages to slip past undetected. But it did pay to be cautious, and if so much as a squeak got out that he was in cahoots with a former Decepticon commander, well. There'd simply be no end to the repercussions, would there. Maybe Bumblebee might understand, but Ultra Magnus was the sort to toss him in a cell for a cycle or two while they hunted down the other guilty party.

Wouldn't that be fun.

Records cleared to his satisfaction, Knockout made a hasty exit from the building and stepped out into the fading sunlight. The once-silent air hummed with the buzz of conversation and clatter of construction. A trio of minibots huddled in a circle by the doorway shot him panicked glances and scurried off into the shadows, chirping apologies for presumed intrusions. He didn't know their names, but the bright geometric patterns running across their chestplates seemed familiar. Maybe they'd arrived on one of the more recent ships.

Most new arrivals were parked on the outskirts of Iacon, with a few smaller shuttles perched here and there throughout the city. At a guess he'd say the current population numbered several thousand. A far cry from the original millions, but it was a start.

"Knockout!"

Another bot he couldn't name jogged towards him from the direction of Bumblebee's chosen headquarters. The expression across her face was one of sheer panic, and he found himself amused rather than worried. Old habits died hard.

"There's—there's a—" She paused, bracing herself against the wall with one hand. "Medical issue," she said. "They want you."

It didn't take much guesswork to tell that _they_ was Bumblebee and the others. He frowned.

"Should I expect an escort, or can you point me in the right direction?"

"Midship medbay."

"As you were, then."

He let his t-cog take over and sped down the causeway, tires screeching. It felt strange to utilize an Earth-based vehicle mode now that he was back on Cybertron, but it was preferable to his other options. There really was no accounting for taste with some people.

Around him, Iacon stabbed its ruined towers skyward. Hastily-erected scaffolding caged several of the larger buildings, and at all hours the violet specks of rehabilitated vehicons trundled back and forth across the crossbeams. The few other Decepticons who'd returned from deep space were scattered and scared, more concerned with the well-being of their immediate peer group than the fate of their glorious cause. Most of them hid, not wanting to be bitten; the rest bit back. Iacon's detention block retained a sizable population.

So much for the promise of a new and better life.

The city's original medical facilities had been wrecked beyond recognition; the new ones consisted of a squat building with a well-outfitted ship cautiously maneuvered into the street behind it. Internal facilities were cobbled together from spare parts, or reconstructed entirely from scratch. After returning from Earth, Ratchet had thrown himself into his work with an almost unhealthy enthusiasm, as though he was convinced that he could singlehandedly reconstruct society with nothing but an energon transfusion system and a handful of bio-monitors. It was, Knockout supposed, a noble attempt, though not one he found himself particularly inclined to assist with.

The old medic was waiting in the ship's medical bay with Bumblebee, though neither looked up when he approached.

"You must really be getting desperate," said Knockout, drumming his fingers on the edge of the operating table. The most work they'd allowed him so far was on few particularly Autobot-averse Decepticons. Trust was a difficult commodity to come by, even in more peaceful times.

"Well," said Ratchet, "in desperate times, as they say." He bent over his patient with a surgical sander. "Have a look."

The bot spread out before them was a hulking behemoth larger even than Bulkhead, and his bright blue chassis was pockmarked with fresh scars and spots of silvery discoloration. The plating of his left leg bubbled up into bulbous growths, spilling down the sides like a vat of energon boiled over. His optics flickered blindly back and forth in their sockets.

Knockout suppressed a shudder. "Nasty," he said. "Looks almost like a typical case of scraplets to me." He glanced across the table. "But you wouldn't have requested my medical expertise if it was, would you."

"It's not scraplets," said Ratchet, tapping at his datapad. "We have eyewitness confirmation." Behind him, a squat minibot engulfed in the rosy glow of her biolights sat curled against the wall, rocking back and forth with knees pulled to her chest. Bumblebee knelt beside her, a comforting hand on her shoulder.

"Gotta be a pretty awful something if it can bust up a bot this big that badly," said Knockout.

The minibot let out a whine and transformed into what Knockout recognized as a projector. Bumblebee groaned.

"She's in shock," explained Ratchet, glancing back sympathetically. "Been switching back and forth for nearly an hour now. Refuses to leave the room and won't talk to anyone." He sighed. "All we can do is wait and hope she calms down enough to tell us what it was she saw. In the meantime—"

"We should investigate!" said Bumblebee, standing. "Can't have something just waiting out there to attack people. Especially not when they're coming home thinking the fight's over."

"Are you mad?" snapped Ratchet. "We don't know _what_ this thing is _or_ what it's capable of. And if it's anything like scraplets then a fat lot of good sending out more bots to feed it is going to do." He squinted at Knockout. "You know about any Decepticon weapon that might be capable of this sort of damage?"

"Nothing comes to mind, doc" said Knockout. "Sorry to burst your bubble. But I'm inclined to agree with Bumblebee. Helps to know the illness before trying for a cure."

Ratchet scowled. "This isn't an illness. We don't need some newfangled medical technique to fix what's been done to him. A few repairs, some rest and recuperation; that'll be all it takes. Time will tell what the cause was."

"But who knows how much damage it might do in the meantime?" demanded Bumblebee.

"If you want to go rushing out there risking your lives, be my guests. But don't come crying back to me when you realise I was right." Knockout caught a trailing grumble of, "Typical stubborn—" and rolled his optics. There was just no pleasing some people.

"They both survived, didn't they?" he said. "How bad could it be?"

" _These_ two did. Their friend. . .wasn't so lucky."

"So where's the body?"

"There isn't one."

An uncomfortable silence settled over the room.

"Oh," said Knockout.

"Yes, that's one way to put it. Now, are you going to make yourself useful, or am I going to have to deal with your insufferable hovering all afternoon? You're supposed to be a medical professional; I suggest you start acting like it."

"I'll be honest with you, doc, you look like you've got a reasonable handle on things. I think I'll stick with the investigative party." He looked at Bumblebee. "With their permission, of course."

"We could use a field medic," said Bumblebee. "Consider yourself part of the team."

"Ah, yes," said Knockout. "Nothing like a near death scenario to really bring bots together." He paused, considering. "If it's no trouble, I have some quick business to finish up before we go."

Bumblebee raised an eyebrow. "Did we catch you in the middle of something?"

"Just catching up with old friend."

"Didn't know you had those," he heard Ratchet mutter.

"And I'd heard sulphuric acid ran through your systems instead of energon, but you don't see me making snide comments about it."

Bumblebee grimaced. "Just...meet me and Arcee by the airfield in ten, all right?"

"Of course."

Thankfully, the relay room was unoccupied when Knockout returned. He sent a quick ping in the direction of Vos: _Something chewing up bots. Not scraplets; could be worse. Keep an eye out._ Starscream wasn't the sort to go roaming through the wasteland, but that didn't mean whatever else was out there wouldn't decide to pay a quick trip to the inner city. Better to be safe than sorry. (But he was never sorry.)

(No, that wasn't true. He'd been sorry before.)

(Just once.)

* * *

The road out of Iacon was riddled with cracks and still partially blocked by debris. Knockout skirted the curve of a toppled dome, feeling grit rattle up into his undercarriage and bounce about among the pipes. He and Arcee were riding point; Bumblebee took up the rear. He suspected it had nothing to do with speed and everything to do with the chance that he might try something while their backs were turned. It was a reasonable precaution; he didn't exactly fancy having his back to them, either.

"I suppose I should be grateful that you trust me enough to let me leave the city," he commented.

"Trust has nothing to do with it," said Arcee. "Besides, it's not like there's anywhere else for you to run off to."

 _Or any_ one _else_ , thought Knockout. He'd only followed Megatron because it had been in his best interest at the time, and Primus knew where _he'd_ wandered off to. Starscream was the other option, but not an appealing one. He was tolerable in a group; spending a few months with him alone was unthinkable. They'd be at each other's throats within a week.

Now, if _Breakdown_ were still around, _then_ things—

Well. They'd be different.

Probably better.

"I suppose you're right," he said. "I never really considered 'ostracized hermit' as a viable career path, anyways."

"Too much work?"

"Too much _dirty_. Do you have _any_ idea how long it takes to get rust stains out of steel plating without leaving a mark?"

"Right," said Arcee. "I forgot who I was talking to."

"Everyone needs a hobby. Mine just happens to involve bodywork." He chuckled. "Remind me what yours was again? Pet-sitting?"

"They weren't _pets_." Arcee sighed. "They were...good kids."

"Missing your fleshy human friend, are you?"

"I—" She paused. "Yeah." Knockout grunted in what he hoped came across as an empathetic manner. "Not that I'd expect you to understand. You Decepticons were never the partnering type."

"I wouldn't say that," he said.

"Oh?"

(Just once.)

"Look Arcee, as much as I'd _love_ to spend the remainder of this little outing discussing my thriving social life, don't you think you have other things to be focusing on? Where we're actually _going_ , for instance."

"Didn't know 'Cons couldn't focus on more than one thing at a time. Explains a lot, actually."

" _Ex_ -Con, thank you very much."

She snorted. "Sure. Whatever you say."

Their route took them off the road in a direct course towards the edge of the Sea of Rust. The land dipped down, and silver faded to rough brown scrap. Reluctant dust clouds billowed up beneath their wheels. They passed the caved-in shell of an abandoned transport, the ground around it blue with flaking paint, wind whistling through its hollow curves; long barrels marked with faded faction symbols, empty of the plasma rounds they once held; the sagging wreck of the cannon these rounds had supplied. There were no bodies. Both sides had been meticulous in the disposal of their dead, at least.

 _Or_ , said a malicious little voice in the back of Knockout's head, _something else got to them first._ He shoved the thought aside and focused on dodging the mortar-carved ruts in the ground. Even the worst of Earth's potholes were better than this.

They ground to a halt at the edge of a vast boneyard, scattered with the decomposing hulks of crashed battle cruisers and abandoned shuttles.

"This is it," said Arcee, pulling out of her alt mode and raising a hand to shield her optics from the glare of the setting sun. "See anything?"

Knockout rolled to his feet and squinted across the landscape. Flat, arid desolation as far as the eye could see, all coated in a thin layer of rust that shifted in a low breeze. The dim outline of a city broke through the haze of the horizon, but he was hard-pressed to guess which one it might be.

"Why were they out here in the first place?" he asked, picking at a speck of discoloration on his plating. "Not exactly the ideal location for a pleasure cruise."

"Scouting mission to check for energon stores," said Bumblebee, striding up beside him. "Found a few records back in Iacon that told us they existed, but they were, uh, a bit less than helpful in pointing out the exact location."

" _'Once more into the breach'_ , then, is it?"

"Unfortunately."

Metal creaked and snapped around them as they walked through the wreckage. Knockout imagined shambling monstrosities rising from the slowly lengthening-shadows of the derelicts: terrorcons with spidery mandibles spread wide and thirsty; transformation-locked bots gone stir-crazy, trapped in metal shells wrapped too tight and too small; spark-eaters; other, darker things. He shuddered, making a mental note to wipe his memories of human horror films when he had the chance.

"Over there," said Bumblebee, jerking him out of his reverie. The scout pointed at something twinkling just ahead of them. "Think that's it?"

The structure erupted from the ground in a crystalline spray, climbing a good ten feet above their heads as they drew nearer. It glistened in the fading sunlight, all silver and chrome.

"Well," Knockout, cocking his head. "It doesn't _look_ like it could kill someone."

"Doesn't mean it's not deadly," said Arcee. "You saw what happened to that bot's leg."

He nodded. "Noted. Think we should attempt to acquire a sample? You know, just to prove to the old doc back at base that we're not _completely_ useless."

"Fine," said Arcee. "But be careful."

"Like I need reminding."

Something moaned, and the three of them started.

"What—"

A little ways to their left lay a humanoid lump, its limbs a mess of bubbling silver and disintegrating metal. One of its legs was missing. Knockout couldn't see its face.

"Oh, Primus," breathed Arcee. "That's the other one."

"What's left of him, anyways," said Knockout. "Guess there was a body after all." He didn't like looking at the thing. It gave him the sort of itch that he could feel in his spark. He turned his attentions to the crystals sprouting from the rubble, while Arcee and Bumblebee raced over to their fallen compatriot.

"If there's the smallest chance that he's still alive—" he heard Arcee say.

And Bumblebee: "It's okay. You're going to be fine."

"Don't—" wheezed the bot. "Don't tou—"

Knockout brushed a finger against the tip of a branch and a shudder ran through the structure. A few loose crystals broke free from the top and fluttered down to land on his arm, melting away into nothing.

He scoffed. "See?" he said, looking back over his shoulder. "It's perfectly harmle— _agh_!" Acrid smoke rose in spirals as he scratched frantically at his plating, gritting his teeth against the burning pain burrowing its way inwards. A second shudder shook the structure and he jumped back, watching with grim fascination as it began to collapse in on itself, crystalline branches disintegrating in a sparkling stream.

The injured bot began to scream.

As quickly as they had collapsed, the crystals sprouted up from the earth again, molding together into a bubbling silver mass of a million minuscule parts. Slowly but surely, it began spreading outwards.

"Run," said Knockout, a horrible realization forming in his mind.

Bumblebee looked up from where he knelt over the injured bot, visibly shaken. "We can't just—"

Knockout was already retreating. " _Run_!"

The shimmering mass surged forwards in a terrible wave.

"Scrap!" spat Arcee. She fired a few stray shots towards it and fell back, muffled curses dripping from her mouth, Bumblebee beside her. They crouched behind the remains of a shuttle engine and watched with horror as the creature — because what else _could_ it be, what artificial thing had ever moved like that _—_ poured over the remains of the helpless bot with a steadily rising drone, sliding into every crevice, disintegrating, devouring, until—

Nothing.

Slowly, silently, it withdrew.

Rose back into its crystalline towers, catching the last rays of the setting sun.

Stood silent, shadow stretching long across the earth.

The scene was identical to what it had been before; only a slight discoloration of the ground showed that anything had ever lain there.

Arcee was shaking. "What," she said, "was _that_."

Knockout clutched at his arm and choked down something that was almost a laugh. "At a guess," he said, voice wavering, "hungry."

She whirled on him, optics blazing. "Is this all one big joke to you? That thing ate him _alive_!"

"And we would've been next on the dinner menu! Is that what you wanted?"

"Would it kill you to think about saving something other than your own skin, for once?"

"It nearly _did_ ," spat Knockout.

"You—"

Enough!" shouted Bumblebee, voice falling oddly flat. "Fighting over whether we could've saved him isn't going to—it's not going to bring him back." He looked at Arcee. "I'm sorry."

She swallowed thickly. "So what now?"

"We go back," said Bumblebee grimly. "And tell Ratchet the good news."

* * *

fun fact in my upload folder this document is called egg 2.


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